Companies Act 2013
Features of Companies Act 2013 are as follows
1.Meaning of Company, essential characteristics, corporate personality and lifting the corporate veil, Forms of Corporate and non-Corporate Organisations; Corporations, partnerships and other associations of persons, state corporations, government companies, public sector private sector, their-role, functions and accountability of companies
2.Incorporation, Memorandum of Association - various clauses - alteration therein - doctrine of ultra vires, Articles of Association - binding force alteration - its relations with memorandum of association - doctrine of constructive notice and indoor management exceptions, Prospectus - issue - contents - liability for misstatements - statement in lieu of prospectus, Promotors - position - duties and liabilities and Tax law
3.Shareholders: Shares - general principles of allotment statutory restrictions - share certificate its objects and effects - transfer of shares - restrictions on transfer - procedure for transfer - refusal of transfer - role of public finance institutions - relationship between transferor and transfers - issue of shares at premium and discount, Shareholder - who can be and who cannot be a shareholder modes of becoming a shareholder calls on shares - forfeiture and surrender of shares - lien on shares rights and liabilities of shareholder, Share capital - kinds - alteration and reduction of share capital - further issue of capital - conversion of loans and debentures into capital duties of court to protect the interests of creditors and shareholders.
4.Directors - position - appointment - qualifications, vacation of office - removal, resignation - powers and duties of directors -meeting, registers, loans remuneration of directors - role of nominee directors-compensation for loss of office - managing directors and other managerial personnel, Meetings - kinds procedure – voting.
5.Dividends, Debentures, Borrowing Powers: Dividends - payment - capitalization of bonus shares, Audit and accounts, Borrowing - powers - effects of unauthorised borrowing - charges and mortgages - loans to other companies investments - contracts by companies, Debentures - meaning- floating charge - kinds of debentures - shareholder and debenture holder - remedies of debenture holders.
6.Majority rule: Protection of minority rights, Prevention of oppression and missmanagement, who can apply - when can he apply, powers of the court and of the Central Government.
7.Other Allied Aspects: Private companies - nature advantages conversion into public company foreign companies, government companies, holding and subsidiary companies, Investigations– Powers, Reconstruction and amalgamation, Defunct Companies. National company Law Tribunal, powers and functions.
8.Law and Multinational Companies: Collaboration agreements for technology transfer, Control and regulation of foreign companies taxation of foreign companies, share capital in such companies.
9.Winding Up: Winding up - types - by court - reasons - grounds - who can apply - procedure, powers of liquidator - powers of court consequences of winding up ordervoluntary winding up by members and creditors winding up subject to supervision of court.
10. Winding up proceedings: appointment of liquidator, powers and duties of official liquidator; Liability of past members - payment of liabilities - preferential payments, unclaimed dividends - winding up of unregistered company. Statute Prescribed: Companies Act, 2013. Find Advocates and lawyers for compnay law in Coimbatore lawyers
Books Recommended:
1. Avatar Singh: Company Law, Eastern Book company, Lucknkow
2. Anantha Raman, lectures on company Law, Wadhwa and Company
3. KailashRai, Company Law , Allahabad Law Agency, Allahabad
4. Majumdar, Company Law, Taxman Publications
5. Tandon M.P. ,Company Law, Allahabad Law Agency, Allahabad
6. Palmer, Company Law
7. .Gover, Company Law
8. Ramaih, A Guide to Companieis Act, Wadhwa Publications